Markets · Treasury companies
Bastion Trading, which says it holds about 9.99% of SkyAI, wants the planned $3.00 tender offer raised and the company's SOL sales fully disclosed before the offer begins. SkyAI's filings show its SOL holdings fell from more than two million to about 600,000 in under a month.
Bastion Trading, which says it and its affiliates beneficially own about 9.99% of SkyAI's common stock, wants the Nasdaq-listed Solana treasury company to raise its planned $3.00-a-share tender offer to at least $3.50 and to disclose its recent SOL sales in full before the offer begins (source 1). Bastion says SkyAI disposed of roughly 70% of its SOL holdings in less than one month (source 1).
SkyAI describes itself as a Solana digital asset treasury (source 3). For a company like that, the number of tokens it holds per share is a large part of what shareholders own, which is why the size of the sales matters.
The company's own filings show how fast the holding shrank. On Sept. 14, SkyAI said it "continues to hold more than two million SOL as its primary treasury reserve asset," with nearly all of it staked (source 4). Its Oct. 11 release said it had "recently sold approximately 1M Solana tokens, representing approximately 50% of its Solana holdings" (source 3). Its Oct. 13 8-K said that as of the date of the report, it "retains approximately 600,000 SOL and has approximately 80% of the cash required for the Offer" (source 2). By Le Coin's arithmetic, a move from more than 2 million to about 600,000 is a drop of at least 70%.
SkyAI said it intends to buy up to 95% of each class of its common stock, cash pre-funded warrants, cryptocurrency pre-funded warrants and strategic advisor warrants at $3.00 a share, which it put at a 65% premium to its Oct. 9 close (source 3). It said it expects to start the offer on or about Oct. 15 and run it for 10 business days, and to pay with "cash on hand and proceeds from sales of SOL held in its treasury" (source 3). The same release said the board rejected a proposal from Forward Industries at 0.306 Forward shares per SkyAI share (source 3).
Bastion's first demand is disclosure. Its release says shareholders learned of the sales "without being told when the sales occurred, at what prices, what proceeds were realized, or how the transactions were approved" (source 1). It asks for the dates and quantities of all recent sales, average realized prices, gross and net proceeds, the approval process and the split between liquid and locked SOL, plus an independent review with its findings made public (source 1).
The price demand rests on Bastion's own estimate. It puts SkyAI's net asset value at about $3.30 a share, calculated as SOL holdings plus cash, minus liabilities, divided by fully diluted shares (source 1). Le Coin has not checked that figure. At Coinbase's $104.44 at 12:42 p.m. ET (source 6), 600,000 SOL would be worth about $62.7 million by Le Coin's arithmetic. SkyAI's Oct. 11 release puts the offer at up to 46.37 million shares, which it says is 95% of those outstanding, but does not give a current cash total (source 3).
Bastion also points to the annual meeting. At the Sept. 18 meeting, all five directors were elected with more votes withheld than cast for them. Director Soren Bo Christiansen received 6,894,675 votes for and 20,670,032 withheld, about 3 to 1 (source 5). Bastion says a board that has lost stockholder confidence should not set the terms of a deal this size, and wants stockholder-identified independent directors and an independent special committee before the offer is launched (source 1).
Bastion also wants changes to who can take part. It asks that strategic advisor warrants be excluded from the offer, saying they were granted without cash consideration to Sol Markets, an entity it says is controlled by James Zhang, the brother of SkyAI director and Chief Investment Officer Alice Zhang (source 1). It wants insiders barred from tendering, the cap raised to 100% for pre-funded warrants, and two conditions removed: the 50% minimum per class and the SOL price condition (source 1).
The price condition is close to current levels. SkyAI said the offer will be contingent on "the price of SOL remaining above $100 per SOL during the offer period" (source 3). SOL traded at $104.44 at 12:42 p.m. ET (source 6), about 4% above that line. Bastion says the condition gives the company "excessive flexibility to abandon the tender offer based on short-term movements in the SOL market price" (source 1).
Bastion frames its demands as steps SkyAI should take "before commencing the proposed tender offer," not as opposition to an offer itself (source 1).
What comes next is the offer documents. If SkyAI starts the offer on or about Oct. 15 as it expects (source 3), the tender offer materials will show whether it answers Bastion's questions about the sales and whether the $100 SOL condition stays in the final terms.
Holding the Corner.
Not financial advice.